Common use of Pending Legal Proceedings Clause in Contracts

Pending Legal Proceedings. With respect to any Mortgage Loan that, as of the Closing Date, is the subject of litigation, bankruptcy, foreclosure or other legal proceeding (as opposed to any legal challenge to the Sale which shall be governed by the provisions of Section 11.03), Purchaser agrees that it shall, at its sole cost and expense, as soon as reasonably possible after the Closing Date, (a) notify the presiding court, any foreclosing trustee, all counsel of record, and any other relevant parties in each such proceeding of the transfer of the Mortgage Loan from HUD to Purchaser, (b) file pleadings to relieve HUD’s counsel of record from further responsibility in such litigation (unless such counsel has agreed, with HUD’s written consent, to represent Purchaser in the proceedings at Purchaser’s expense), and (c) remove HUD as a party in such action and substitute Purchaser as the real party-in-interest, and change the caption thereof accordingly. If, under applicable law, HUD is required to execute any Substitution Documents, Purchaser shall prepare the Substitution Documents and submit them to HUD for its review and approval. If the Substitution Documents are required by law in order to accomplish the purposes of this Section and are in form and substance acceptable to HUD, HUD shall execute the Substitution Documents and return them to Purchaser. The cost of mailing, preparing and filing the Substitution Documents, as well as HUD’s attorneys’ fees in connection with the review of the Substitution Documents, and all other costs incurred in connection with the Substitution Documents shall be the sole responsibility of Purchaser. In the event that HUD in its sole and absolute discretion determines that Purchaser has failed to effect the substitution and removal of counsel required by this Section 6.01 as soon as reasonably possible after the Closing Date, then (a) HUD will have the right, but not the obligation, to withdraw from or terminate all such litigation, and (b) Purchaser agrees to reimburse HUD, upon demand, for any continued legal expenses in such litigation. Purchaser will reimburse HUD immediately upon demand for all legal fees and expenses reasonably incurred by HUD with respect to any such proceeding subsequent to the Closing Date. Purchaser releases HUD from any claim, demand, suit, or cause of action Purchaser may have as a result of the failure of HUD to file any proofs of claims.

Pending Legal Proceedings. (a) After the Cut-off Date and prior to the Closing Date, Seller shall cause Seller’s Servicer to prosecute its legal remedies with respect to the Mortgage Loans employing the same standards and procedures employed as of the date hereof, consistent with the servicing practices of prudent mortgage lending institutions and applicable law. Seller and Seller’s Servicer shall not have any right to participate after the Closing Date for their own account in litigation relating to any Mortgage Loan sold to Buyer and will cooperate within reason and make its employees who are knowledgeable in matters relating to any such litigation available to Buyer. (b) With respect to any Mortgage Loan thatwhich is, as of the Closing Date, is the subject of litigation, bankruptcybankruptcy or foreclosure, foreclosure or other legal proceeding Buyer and Seller agree to cooperate and use their best efforts, within ninety (as opposed to any legal challenge to the Sale which shall be governed by the provisions of Section 11.03), Purchaser agrees that it shall, at its sole cost and expense, as soon as reasonably possible 90) days after the Closing Servicing Transfer Date, to (ai) notify the presiding courtClerk of the Court, any foreclosing trustee, trustee and all counsel of record, and any other relevant parties record in each such proceeding of the transfer of the Mortgage Loan from HUD Seller to PurchaserBuyer, (bii) file pleadings to relieve HUDSeller’s counsel of record from further responsibility in such litigation (unless such said counsel has agreed, with HUDSeller’s written consent, to represent Purchaser Buyer in the said proceedings at PurchaserBuyer’s expense), and (ciii) remove HUD Seller as a party in such action and substitute Purchaser Buyer as the real party-in-interest, and change the caption thereof accordingly. IfIn connection therewith, under applicable law, HUD is required to execute any Substitution Documents, Purchaser shall prepare the Substitution Documents and submit them to HUD for its review and approval. If the Substitution Documents are required by law in order to accomplish the purposes of this Section and are in form and substance acceptable to HUD, HUD shall execute the Substitution Documents and return them to Purchaser. The cost of mailing, preparing and filing the Substitution Documents, as well as HUD’s attorneys’ fees in connection with the review of the Substitution Documents, and all other costs incurred in connection with the Substitution Documents shall be the sole responsibility of Purchaser. In the event that HUD in its sole and absolute discretion determines that Purchaser has failed to effect the substitution and removal of counsel required by this Section 6.01 as soon as reasonably possible after the Closing Date, then (a) HUD will Buyer shall have the rightsole responsibility to determine the appropriate direction and strategy for such litigation or proceeding. If Buyer fails to use its best efforts to comply with the above requirements, but not Seller, upon prior written notice to Buyer, may on Buyer’s behalf complete any of the obligationactions specified in clauses (i), to withdraw from or terminate all such litigation, (ii) and (biii) Purchaser agrees above. Buyer acknowledges that its failure to reimburse HUDcomply with the provisions of this paragraph may affect Buyer’s rights in any such litigation or proceeding (including, without limitation, any dismissal with prejudice or the running of any statute of limitations), if any such action or proceeding is dismissed. (c) Buyer shall, upon demandreceipt of Seller’s or Seller’s Servicer’s invoice, together with applicable vendors’ invoices, reimburse Seller for any continued legal costs, expenses in such litigation. Purchaser will reimburse HUD immediately upon demand for all and legal fees incurred by Seller or Seller’s Servicer in connection with any action taken by Seller and for any fees, costs and expenses reasonably incurred by HUD Seller or Seller’s Servicer from and after the Cut-off Date in connection with respect Buyer’s failure to any such proceeding subsequent use its best efforts to comply with the Closing Date. Purchaser releases HUD from any claim, demand, suit, or cause requirements of action Purchaser may have as a result of the failure of HUD to file any proofs of claimsthis Section 6.07.

Pending Legal Proceedings. (a) After the Cut-Off Date and prior to the Closing Date, Seller shall cause Servicer to continue to prosecute Seller’s legal remedies with respect to the Mortgage Loans employing the same standards and procedures employed as of the date hereof, consistent with the servicing practices of prudent mortgage lending institutions and applicable law. Purchaser shall reimburse Seller for any costs and legal fees incurred by Seller in connection with Purchaser’s failure to use its best efforts to comply with the requirements of Section 2.12(b). Except with respect to any legal actions brought against Seller or Servicer, Seller and Servicer shall not have any right to participate after the Closing Date for their own account in litigation relating to any Mortgage Loan sold to Purchaser and will cooperate with and make its employees who are knowledgeable in matters relating to any such litigation available to Purchaser, any out of pocket costs associated therewith to be paid by Purchaser. (b) With respect to any Mortgage Loan thatwhich is, as of the Closing Date, is the subject of litigation, bankruptcybankruptcy or foreclosure, foreclosure or other legal proceeding Purchaser, Servicer and Seller agree to cooperate and use their reasonable best efforts, within sixty (as opposed to any legal challenge to the Sale which shall be governed by the provisions of Section 11.03), Purchaser agrees that it shall, at its sole cost and expense, as soon as reasonably possible 60) days after the Closing DateDate and at Purchaser’s expense, to (ai) notify the presiding courtClerk of the Court, any foreclosing trustee, or bankruptcy trustee and all counsel of record, and any other relevant parties record in each such proceeding of the transfer of the Mortgage Loan from HUD Seller to Purchaser, (bii) file pleadings to relieve HUDSeller’s counsel of record from further responsibility in such litigation (litigation, unless such said counsel has agreed, with HUD’s written consent, to represent Purchaser in the said proceedings at Purchaser’s expense), and (c) iii)make application to the Court to remove HUD Seller as a party in such action and substitute Purchaser Purchaser, or its designee, as the real party-in-interest, and change the caption thereof accordingly. IfIn connection therewith, under applicable law, HUD is required to execute any Substitution Documents, Purchaser shall prepare the Substitution Documents and submit them to HUD for its review and approval. If the Substitution Documents are required by law in order to accomplish the purposes of this Section and are in form and substance acceptable to HUD, HUD shall execute the Substitution Documents and return them to Purchaser. The cost of mailing, preparing and filing the Substitution Documents, as well as HUD’s attorneys’ fees in connection with the review of the Substitution Documents, and all other costs incurred in connection with the Substitution Documents shall be the sole responsibility of Purchaser. In the event that HUD in its sole and absolute discretion determines that Purchaser has failed to effect the substitution and removal of counsel required by this Section 6.01 as soon as reasonably possible after the Closing Date, then (a) HUD will Purchaser shall have the rightsole responsibility to determine the appropriate direction and strategy for such litigation or proceeding. If Purchaser fails to use its best efforts to comply with the above requirements, but not Seller, upon 10 business days prior written notice to Purchaser, may on Purchaser’s behalf and at Purchaser’s expense complete any of the obligationactions specified in clauses (i), (ii) and (iii) above. Purchaser acknowledges that its failure to comply with the provisions of this paragraph may affect Purchaser’s rights in any such litigation or proceeding (including, without limitation, any dismissal with prejudice or the running of any statute of limitations), if any such action or proceeding is dismissed. Seller has no objection, and hereby consents, to withdraw from or terminate all such litigation, and (b) Seller’s counsel representing the Purchaser agrees to reimburse HUD, upon demand, for any continued legal expenses in such litigation. Purchaser will reimburse HUD immediately upon demand for all legal fees and expenses reasonably incurred by HUD with respect to any such proceeding subsequent to after the Closing Date. Purchaser releases HUD from any claim, demand, suit, or cause of action Purchaser may have as a result of the failure of HUD to file any proofs of claims.

Pending Legal Proceedings. With respect to any Mortgage Loan that, Any Litigation Account which is identified by Buyer as such within 180 days of the applicable Closing Date, shall, at Buyer's option, be substituted by GTC and the Trustee pursuant to Section IX. In the event Buyer elects not to require GTC and the Trustee to substitute the Account or fails to notify GTC that said Account is a Litigation Account within 180 days of the subject of litigationapplicable Closing Date, bankruptcy, foreclosure or other legal proceeding (as opposed to any legal challenge to the Sale which shall be governed by the provisions of Section 11.03), Purchaser Buyer agrees that it shall, to the extent applicable, at its sole cost and expense, as soon as reasonably possible after the Closing Dateown cost, (ai) notify the presiding courtClerk of the Court, any foreclosing trustee, trustee and all counsel of record, and any other relevant parties record in each such proceeding of the transfer of the Mortgage Loan Account from HUD Sellers to PurchaserBuyer, (bii) file pleadings to relieve HUD’s Sellers' counsel of record from further responsibility in such litigation (unless such said counsel has agreed, with HUD’s GTC's written consent, to represent Purchaser Buyer in the said proceedings at Purchaser’s Buyer's expense), and (ciii) remove HUD Sellers as a party parties in such action and action, substitute Purchaser Buyer as the real party-in-interest, and change the caption thereof accordingly. IfBuyer agrees to notify GTC immediately in the event a claim, under applicable lawcounterclaim or cross-claim is brought or threatened against any Seller in any litigation or bankruptcy involving an Account. In connection therewith, HUD is required Buyer shall have the sole responsibility to execute any Substitution Documents, Purchaser shall prepare determine the Substitution Documents appropriate direction and submit them to HUD strategy for its review and approvalsuch litigation or proceeding. If Buyer fails to comply with the Substitution Documents are required by law in order above requirements (i)-(iii), GTC may, but is not obligated to accomplish take such actions as it deems necessary to effectuate the purposes provisions of this Section paragraph. Buyer acknowledges that its failure to comply with the provisions of this paragraph may affect Buyer's rights in any such litigation or proceeding including, without limitation, any dismissal with prejudice or the running of any statute of limitations if any such action or proceeding is dismissed. Buyer shall reimburse and are in form indemnify Sellers for any costs and substance acceptable to HUD, HUD shall execute the Substitution Documents and return them to Purchaser. The cost of mailing, preparing and filing the Substitution Documents, as well as HUD’s attorneys’ legal fees incurred by Sellers in connection with such proceeding after the review of the Substitution Documentsapplicable Transfer Date, including, without limitation, any fees and all other costs incurred in connection with the Substitution Documents shall be the sole responsibility of Purchaser. In the event that HUD in its sole and absolute discretion determines that Purchaser has failed to effect the substitution and removal of counsel required by this Section 6.01 as soon as reasonably possible after the Closing Date, then (a) HUD will have the right, but not the obligation, to withdraw from or terminate all such litigation, and (b) Purchaser agrees to reimburse HUD, upon demand, for any continued legal expenses in such litigation. Purchaser will reimburse HUD immediately upon demand for all legal fees and expenses reasonably incurred by HUD with respect to any such proceeding subsequent to the Closing Date. Purchaser releases HUD from any claim, demand, suit, or cause of action Purchaser may have as a result of the failure of HUD to file any proofs of claims.Sellers

Pending Legal Proceedings. With respect to any Mortgage Loan that, Any Litigation Account which is identified by Buyer as such within [*] days of the applicable Closing Date, shall, at Buyer's option, be substituted by GTC and the Trustee pursuant to Section IX. In the event Buyer elects not to require GTC and the Trustee to substitute the Account or fails to notify GTC that said Account is a Litigation Account within [*] days of the subject of litigationapplicable Closing Date, bankruptcy, foreclosure or other legal proceeding (as opposed to any legal challenge to the Sale which shall be governed by the provisions of Section 11.03), Purchaser Buyer agrees that it shall, to the extent applicable, at its sole cost and expense, as soon as reasonably possible after the Closing Dateown cost, (ai) notify the presiding courtClerk of the Court, any foreclosing trustee, trustee and all counsel of record, and any other relevant parties record in each such proceeding of the transfer of the Mortgage Loan Account from HUD Sellers to PurchaserBuyer, (bii) file pleadings to relieve HUD’s Sellers' counsel of record from further responsibility in such litigation (unless such said counsel has agreed, with HUD’s GTC's written consent, to represent Purchaser Buyer in the said proceedings at Purchaser’s Buyer's expense), and (ciii) remove HUD Sellers as a party parties in such action and action, substitute Purchaser Buyer as the real party-in-interest, and change the caption thereof accordingly. IfBuyer agrees to notify GTC immediately in the event a claim, under applicable lawcounterclaim or cross-claim is brought or threatened against any Seller in any litigation or bankruptcy involving an Account. In connection therewith, HUD is required Buyer shall have the sole responsibility to execute any Substitution Documents, Purchaser shall prepare determine the Substitution Documents appropriate direction and submit them to HUD strategy for its review and approvalsuch litigation or proceeding. If Buyer fails to comply with the Substitution Documents are required by law in order above requirements (i)-(iii), GTC may, but is not obligated to accomplish take such actions as it deems necessary to effectuate the purposes provisions of this Section paragraph. Buyer acknowledges that its failure to comply with the provisions of this paragraph may affect Buyer's rights in any such litigation or proceeding including, without limitation, any dismissal with prejudice or the running of any statute of limitations if any such action or proceeding is dismissed. Buyer shall reimburse and are in form indemnify Sellers for any costs and substance acceptable to HUD, HUD shall execute the Substitution Documents and return them to Purchaser. The cost of mailing, preparing and filing the Substitution Documents, as well as HUD’s attorneys’ legal fees incurred by Sellers in connection with such proceeding after the review of the Substitution Documentsapplicable Transfer Date, including, without limitation, any fees and all other costs incurred in connection with the Substitution Documents shall be the sole responsibility of Purchaser. In the event that HUD in its sole and absolute discretion determines that Purchaser has failed to effect the substitution and removal of counsel required by this Section 6.01 as soon as reasonably possible after the Closing Date, then (a) HUD will have the right, but not the obligation, to withdraw from or terminate all such litigation, and (b) Purchaser agrees to reimburse HUD, upon demand, for any continued legal expenses in such litigation. Purchaser will reimburse HUD immediately upon demand for all legal fees and expenses reasonably incurred by HUD with respect to any such proceeding subsequent to the Closing Date. Purchaser releases HUD from any claim, demand, suit, or cause of action Purchaser may have as a result of the failure of HUD to file any proofs of claims.Sellers